UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Merit Medical Systems, Inc.
(Name of Issuer)
Common Stock, no
par value
(Title of Class of Securities)
589889104
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 2020
(Date of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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4,841,860 |
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OWNED BY |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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4,841,860 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,841,860 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.7% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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2,973,623 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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2,973,623 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,973,623 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.4% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY S LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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484,183 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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484,183 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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484,183 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY C LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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280,827 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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280,827 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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280,827 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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280,827 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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280,827 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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280,827 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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550,720 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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550,720 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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550,720 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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WC |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
CAYMAN ISLANDS |
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NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
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|
|
269,893 |
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OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
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EACH |
|
|
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|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
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|
269,893 |
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|
10 |
|
SHARED DISPOSITIVE
POWER |
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|
|
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|
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|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
269,893 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
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|
|
|
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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|
|
|
|
|
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|
|
Less than 1% |
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|
14 |
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TYPE OF REPORTING PERSON |
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|
PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE L LP |
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|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
269,893 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
269,893 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
269,893 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
4,841,860 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
4,841,860 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
4,841,860 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
4,841,860 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PETER A. FELD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
4,841,860 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,841,860 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.7% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
LONNY J. CARPENTER |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
370 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
370 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
370 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
TIMOTHY P. COLLINS |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
1,760 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,760 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,760 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
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|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
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|
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|
|
|
IN |
|
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|
|
|
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|
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|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
WENDY F. DICICCO |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
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|
|
|
4 |
|
SOURCE OF FUNDS |
|
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|
|
|
|
|
PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
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|
|
|
|
|
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|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
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|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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IN |
|
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|
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1 |
|
NAME OF REPORTING PERSON |
|
|
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|
|
|
|
|
|
|
DAVID K. FLOYD |
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
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3 |
|
SEC USE ONLY |
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|
4 |
|
SOURCE OF FUNDS |
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|
PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
425 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
425 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
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|
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|
|
|
IN |
|
|
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|
|
|
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|
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|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
THOMAS A. MCEACHIN |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
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3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
PF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
425 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
425 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
GAVIN T. MOLINELLI |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-
0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
-
0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
-
0 - |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes Amendment No. 2 to the Schedule 13D filed
by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends
the Schedule 13D as specifically set forth herein.
|
Item 2. |
Identity and
Background. |
Item 2 is hereby amended to add the following:
In connection with the Agreement defined and described in Item 4
below, Lonny J. Carpenter, Timothy P. Collins, Wendy F. DiCicco,
David K. Floyd, Thomas A. McEachin and Gavin T. Molinelli are no
longer members of the Section 13(d) group and shall cease to be
Reporting Persons immediately after the filing of this Amendment
No. 2. The remaining Reporting Persons will continue filing as a
group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by
applicable law. Each of the remaining Reporting Persons is party to
the Joint Filing Agreement defined and described in Item 6
below.
|
Item 3. |
Source and Amount of Funds or
Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Starboard V&O Fund, Starboard S
LLC, Starboard C LP, Starboard L Master and held in the Starboard
Value LP Account were purchased with working capital (which may, at
any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as
otherwise noted.
The aggregate purchase price of the 2,973,623 Shares beneficially
owned by Starboard V&O Fund is approximately $93,919,920,
excluding brokerage commissions. The aggregate purchase price of
the 484,183 Shares beneficially owned by Starboard S LLC is
approximately $15,295,538, excluding brokerage commissions. The
aggregate purchase price of the 280,827 Shares beneficially owned
by Starboard C LP is approximately $8,871,440, excluding brokerage
commissions. The aggregate purchase price of the 269,893 Shares
beneficially owned by Starboard L Master is approximately
$8,558,121, excluding brokerage commissions. The aggregate purchase
price of the 833,334 Shares held in the Starboard Value LP Account
is approximately $27,055,750, excluding brokerage commissions.
The Shares purchased by Mr. Carpenter were purchased with personal
funds in the open market. The aggregate purchase price of the 370
Shares beneficially owned by Mr. Carpenter is approximately
$14,896, excluding brokerage commissions.
The Shares purchased by Mr. Collins were purchased with personal
funds in the open market. The aggregate purchase price of the 1,760
Shares beneficially owned by Mr. Collins is approximately $64,972,
excluding brokerage commissions.
The Shares purchased by Ms. DiCicco were purchased with personal
funds in the open market. The aggregate purchase price of the 3,000
Shares beneficially owned by Ms. DiCicco is approximately $101,512,
excluding brokerage commissions.
The Shares purchased by Mr. Floyd were purchased with personal
funds in the open market. The aggregate purchase price of the 425
Shares beneficially owned by Mr. Floyd is approximately $16,951,
excluding brokerage commissions.
The Shares purchased by Mr. McEachin were purchased with personal
funds in the open market. The aggregate purchase price of the 425
Shares beneficially owned by Mr. McEachin is approximately $16,907,
excluding brokerage commissions.
|
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 26, 2020, Starboard Value LP and certain of its affiliates
(collectively, “Starboard”) entered into an agreement with the
Issuer (the “Agreement”) regarding the composition of the Issuer’s
Board of Directors (the “Board”) and certain other matters. The
following description of the Agreement is qualified in its entirety
by reference to the Agreement, which is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Pursuant to the terms of the Agreement, the Issuer agreed (i) to
nominate Lonny J. Carpenter and David K. Floyd (the “Starboard
Independent Appointees”) and James T. Hogan (together with the
Starboard Independent Appointees, the “Independent Appointees”) for
election to the Board at the Issuer’s 2020 annual meeting of
shareholders (the “2020 Annual Meeting”) for terms expiring at the
Issuer’s 2023 annual meeting of shareholders and to recommend,
support and solicit proxies for the election of the Independent
Appointees at the 2020 Annual Meeting; (ii) to accept the
resignation tendered by Franklin J. Miller, M.D. to be effective no
later than immediately following the conclusion of the 2020 Annual
Meeting; (iii) to use its reasonable best efforts to hold the 2020
Annual Meeting no later than June 30, 2020; provided, however, that
if the 2020 Annual Meeting is not held by June 30, 2020, then the
Board shall immediately (A) accept the resignations tendered by
Nolan E. Karras, Kent W. Stanger, and David M. Liu, M.D. and (B)
appoint the Independent Appointees to the Board for terms expiring
at the 2020 Annual Meeting; and (iv) that the Board shall, upon the
resignation of Dr. Miller, appoint Lynne N. Ward to fill the
unexpired portion of Dr. Miller’s term expiring at the Issuer’s
2021 annual meeting of shareholders (the “2021 Annual Meeting”).
The Issuer also agreed that, subject to entering into a customary
non-disclosure agreement, each of the Independent Appointees may
attend and participate in any meeting of the Board held from the
date of the Agreement until the earlier of the appointment of the
Independent Appointees to the Board (if applicable) or the
conclusion of the 2020 Annual Meeting as a non-voting observer.
Additionally, pursuant to the terms of the Agreement, the Issuer
agreed (i) to form an operating committee of the Board (the
“Operating Committee”) to work with management to establish
operating targets for the business with such targets to be publicly
announced in conjunction with the Issuer’s financial results for
the third quarter 2020; (ii) to appoint the Starboard Independent
Appointees to the Operating Committee, plus Mr. Hogan and Fred P.
Lampropoulos, with Mr. Carpenter serving as Chair; (iii) to appoint
(A) Mr. Floyd to the Audit Committee and the Environmental, Social
and Governance Committee of the Board and (B) Mr. Carpenter to the
Compensation Committee and the Finance Committee of the Board; (iv)
that from the date of the Agreement until the conclusion of the
2020 Annual Meeting, the Board shall not (A) increase the size of
the Board to more than ten (10) directors or (B) seek to change the
classes on which the Board members serve, in each case without the
prior written consent of Starboard; (v) that effective upon the
conclusion of the 2020 Annual Meeting through the expiration of the
Standstill Period (as defined below), the Board shall not (A)
increase the size of the Board to more than nine (9) directors or
(B) seek to change the classes on which the Board members serve
(other than appointing Ms. Ward to fill the unexpired portion of
Dr. Miller’s term), in each case without the prior written consent
of Starboard; and (vi) that no later than fifteen (15) days
following the 2020 Annual Meeting, the Board shall appoint a new
Lead Independent Director.
The Agreement also provides that if any Starboard Independent
Appointee (or any replacement director) is unable or unwilling to
serve as a director for any reason prior to his or her election or
appointment to the Board, as the case may be, or at any time
thereafter, if any Starboard Independent Appointee (or any
replacement director) ceases to be a director for any reason prior
to the end of the Standstill Period and at such time Starboard
beneficially owns in the aggregate at least the lesser of three
percent (3.0%) of the Issuer’s then outstanding Shares and
1,661,521 Shares, then Starboard has the ability to recommend a
substitute person to serve on the Board who meets certain
independence and experience criteria, in accordance with the terms
of the Agreement.
Pursuant to the terms of the Agreement, Starboard agreed, among
other things, that Starboard shall appear in person or by proxy at
the 2020 Annual Meeting and vote all of the Shares beneficially
owned by Starboard at the 2020 Annual Meeting (i) in favor of all
directors nominated by the Board for election, (ii) in favor of the
ratification of the Issuer’s registered public accounting firm for
the fiscal year ended December 31, 2020, (iii) in accordance with
the Board’s recommendation with respect to the Issuer’s
“say-on-pay” proposal, and (iv) in accordance with the Board’s
recommendation with respect to any other Issuer proposal or
shareholder proposal or nomination presented at the 2020 Annual
Meeting; provided, however, that in the event that Institutional
Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC
(“Glass Lewis”) recommends otherwise with respect to the Issuer’s
“say-on-pay” proposal or any other Issuer proposal or shareholder
proposal presented at the 2020 Annual Meeting (other than proposals
relating to the election of directors), then, in each case,
Starboard shall be permitted to vote in accordance with the ISS or
Glass Lewis recommendation.
Starboard also agreed to certain customary standstill provisions,
effective as of the date of the Agreement through the earlier of
(x) the date that is fifteen (15) business days prior to the
deadline for the submission of shareholder nominations for the 2021
Annual Meeting and (y) the date that is one hundred (100) days
prior to the first anniversary of the 2020 Annual Meeting (the
“Standstill Period”), prohibiting it from, among other things: (i)
soliciting proxies or consents with respect to securities of the
Issuer; (ii) entering into a voting agreement or forming, joining
or participating in a “group” with other shareholders of the
Issuer, other than certain affiliates of Starboard; (iii) seeking
or submitting or encouraging any person to submit nominees in
furtherance of a contested solicitation for the appointment,
election or removal of directors; provided, however, that Starboard
may take actions to identify director candidates in connection with
the 2021 Annual Meeting so long as such actions do not create a
public disclosure obligation for Starboard or the Issuer; (iv)
submitting any proposal for consideration by shareholders of the
Issuer at any annual or special meeting of shareholders or through
any written consent, soliciting a third party to make an
acquisition proposal, commenting on any third-party acquisition
proposal or calling or seeking a special meeting of shareholders or
act by written consent; (v) seeking, alone or in concert with
others, representation on the Board other than as described in the
Agreement; or (vi) advising, encouraging, supporting, or
influencing any person with respect to the voting or disposition of
the Shares.
The Issuer and Starboard also made certain customary
representations, agreed to mutual non-disparagement provisions and
agreed to jointly issue a press release announcing certain terms of
the Agreement.
|
Item 5. |
Interest in Securities of the
Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as
follows:
The aggregate percentage of Shares reported owned by each person
named herein is based upon 55,384,036 Shares outstanding, as of May
5, 2020, which is the total number of Shares outstanding as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on May 11, 2020.
|
(a) |
As of the date hereof, Starboard
V&O Fund beneficially owned 2,973,623 Shares. |
Percentage: Approximately 5.4%
|
(b) |
1. Sole power to vote or direct
vote: 2,973,623
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,973,623
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard V&O Fund has not
entered into any transactions in the Shares during the past sixty
days. |
|
(a) |
As of the date hereof, Starboard S
LLC beneficially owned 484,183 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 484,183
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 484,183
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard S LLC has not entered
into any transactions in the Shares during the past sixty
days. |
|
(a) |
As of the date hereof, Starboard C
LP beneficially owned 280,827 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 280,827
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 280,827
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard C LP has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
Starboard R LP, as the general
partner of Starboard C LP, may be deemed the beneficial owner of
the 280,827 Shares owned by Starboard C LP. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 280,827
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 280,827
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard R LP has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
Starboard R GP, as the general
partner of Starboard R LP and Starboard L GP, may be deemed the
beneficial owner of the (i) 280,827 shares owned by Starboard C LP
and (ii) 269,893 Shares owned by Starboard L Master. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 550,720
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 550,720
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard R GP has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Starboard L
Master beneficially owned 269,893 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 269,893
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 269,893
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard L Master has not entered
into any transactions in the Shares during the past sixty
days. |
|
(a) |
Starboard L GP, as the general
partner of Starboard L Master, may be deemed the beneficial owner
of the 269,893 Shares owned by Starboard L Master. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 269,893
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 269,893
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard L GP has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, 833,334
Shares were held in the Starboard Value LP Account. Starboard Value
LP, as the investment manager of Starboard V&O Fund, Starboard
C LP, Starboard L Master, and the Starboard Value LP Account and
the manager of Starboard S LLC, may be deemed the beneficial owner
of the (i) 2,973,623 Shares owned by Starboard V&O Fund, (ii)
484,183 Shares owned by Starboard S LLC, (iii) 280,827 Shares owned
by Starboard C LP, (iv) 269,893 Shares owned by Starboard L Master,
and (v) 833,334 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct
vote: 4,841,860
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,841,860
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard Value LP through the
Starboard Value LP Account has not entered into any transactions in
the Shares during the past sixty days. |
|
(a) |
Starboard Value GP, as the general
partner of Starboard Value LP, may be deemed the beneficial owner
of the (i) 2,973,623 Shares owned by Starboard V&O Fund, (ii)
484,183 Shares owned by Starboard S LLC, (iii) 280,827 Shares owned
by Starboard C LP, (iv) 269,893 Shares owned by Starboard L Master,
and (v) 833,334 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct
vote: 4,841,860
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,841,860
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Starboard Value GP has not entered
into any transactions in the Shares during the past sixty
days. |
|
(a) |
Principal Co, as a member of
Starboard Value GP, may be deemed the beneficial owner of the (i)
2,973,623 Shares owned by Starboard V&O Fund, (ii) 484,183
Shares owned by Starboard S LLC, (iii) 280,827 Shares owned by
Starboard C LP, (iv) 269,893 Shares owned by Starboard L Master,
and (v) 833,334 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct
vote: 4,841,860
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,841,860
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Principal Co has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
Principal GP, as the general
partner of Principal Co, may be deemed the beneficial owner of the
(i) 2,973,623 Shares owned by Starboard V&O Fund, (ii) 484,183
Shares owned by Starboard S LLC, (iii) 280,827 Shares owned by
Starboard C LP, (iv) 269,893 Shares owned by Starboard L Master,
and (v) 833,334 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct
vote: 4,841,860
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,841,860
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Principal GP has not entered into
any transactions in the Shares during the past sixty days. |
|
L. |
Messrs. Smith and Feld |
|
(a) |
Each of Messrs. Smith and Feld, as
a member of Principal GP and as a member of each of the Management
Committee of Starboard Value GP and the Management Committee of
Principal GP, may be deemed the beneficial owner of the (i)
2,973,623 Shares owned by Starboard V&O Fund, (ii) 484,183
Shares owned by Starboard S LLC, (iii) 280,827 Shares owned by
Starboard C LP, (iv) 269,893 Shares owned by Starboard L Master,
and (v) 833,334 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct
vote: 0
2. Shared power to vote or direct vote: 4,841,860
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
4,841,860 |
|
(c) |
None of Messrs. Smith or Feld has
entered into any transactions in the Shares during the past sixty
days. |
|
(a) |
As of the date hereof, Mr.
Carpenter beneficially owned 370 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 370
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 370
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Carpenter has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Mr. Collins
beneficially owned 1,760 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 1,760
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,760
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Collins has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Ms. DiCicco
beneficially owned 3,000 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Ms. DiCicco has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Mr. Floyd
beneficially owned 425 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 425
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 425
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Floyd has not entered into any
transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Mr. McEachin
beneficially owned 425 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct
vote: 425
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 425
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. McEachin has not entered into
any transactions in the Shares during the past sixty days. |
|
(a) |
As of the date hereof, Mr.
Molinelli did not own any Shares. |
Percentage: 0%
|
(b) |
1. Sole power to vote or direct
vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
Mr. Molinelli has not entered into
any transactions in the Shares during the past sixty days. |
As of the date hereof, the Reporting Persons collectively
beneficially owned an aggregate of 4,847,840 Shares, constituting
approximately 8.8% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial
owners of any securities of the Issuer that he, she or it does not
directly own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he, she
or it does not directly own.
|
Item 6. |
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer. |
Item 6 is hereby amended to add the following:
On May 26, 2020, Starboard and the Issuer entered into the
Agreement defined and described in Item 4 above and attached as
Exhibit 99.1 hereto.
On May 27, 2020, the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons who will remain Reporting
Persons subsequent to this Amendment No. 2 agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent as required
by applicable law. A copy of this agreement is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
|
Item 7. |
Material to be Filed as
Exhibits. |
Item 7 is hereby amended to add the following exhibits:
|
99.1 |
Agreement by and among Starboard
Value and Opportunity Master Fund Ltd, Starboard Value and
Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard
Value and Opportunity Master Fund L LP, Starboard Value L LP,
Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP,
Starboard Value GP LLC, Starboard Principal Co LP, Starboard
Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, and Merit
Medical Systems, Inc., dated May 26, 2020. |
|
99.2 |
Joint Filing Agreement by and among
Starboard Value and Opportunity Master Fund Ltd, Starboard Value
and Opportunity S LLC, Starboard Value and Opportunity C LP,
Starboard Value and Opportunity Master Fund L LP, Starboard Value L
LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value
LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard
Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated May
27, 2020. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
May 27, 2020
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By:
Starboard Value LP,
its investment manager
Starboard Value and
Opportunity S LLC
By:
Starboard Value LP,
its manager
Starboard Value and
Opportunity C LP
By:
Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By:
Starboard Value R GP LLC,
its general partner
Starboard Value and
Opportunity Master Fund L LP
By:
Starboard Value L LP,
its general partner
|
|
Starboard Value L
LP
By:
Starboard Value R GP LLC,
its general partner
STARBOARD VALUE LP
By:
Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By:
Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By:
Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
Starboard Value R GP
LLC
|
|
|
By: |
/s/ Jeffrey C. Smith
|
|
Name: |
Jeffrey C. Smith |
|
Title: |
Authorized Signatory |
|
|
/s/ Jeffrey C. Smith
|
Jeffrey C.
Smith |
Individually and as attorney-in-fact for Peter A. Feld, Lonny J.
Carpenter, Timothy P. Collins, Wendy F. DiCicco, David K. Floyd,
Thomas A. McEachin and Gavin T. Molinelli |
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